SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 3, 2002
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Asbury Automotive Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
5511 01-0609375
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(Commission File Number) (IRS Employer Identification No.)
Three Landmark Square, Suite 500, Stamford, CT 06901
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(Address of principal executive offices) (Zip Code)
(203) 356-4400
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(Registrant's telephone number, including area code)
None
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(Former name or former address, if changed since last report)
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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99.1 Press Release dated December 3, 2002
Item 9. Regulation FD Disclosure.
The registrant issued a press release today announcing that it intends to
restructure its previously announced acquisition of the Bob Baker Auto Group,
which press release is attached hereto as exhibit 99.1.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASBURY AUTOMOTIVE GROUP, INC.
Date: December 3, 2002 By
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Name: Kenneth B. Gilman
Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated December 3, 2002
EXHIBIT 99.1
[ASBURY LOGO] INVESTOR CONTACT: Stacey Yonkus
Asbury Automotive
203-356-4424
INVESTOR@ASBURYAUTO.COM
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MEDIA CONTACT: David Shein
RFBinder Partners
212-994-7514
DAVID.SHEIN@RFBINDER.COM
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ASBURY INTENDS TO RESTRUCTURE ACQUISITION OF
BOB BAKER AUTO GROUP
STAMFORD, CT - DECEMBER 3, 2002 -- Asbury Automotive Group (NYSE: ABG), one of
the largest automotive retailers and service companies in the U.S., today
announced that it expects to restructure its previously announced acquisition
of the Bob Baker Auto Group.
Following Asbury's recently announced agreement to acquire the Bob Baker Auto
Group, Asbury requested franchise purchase approval from each relevant
manufacturer. Ford Motor Company recently informed Asbury that it does not
intend to approve Asbury's pending acquisition of the Bob Baker Ford
franchise, contending that Asbury has not complied with its contractual
agreement with Ford Motor Company.
Asbury disagrees with Ford's position, believing that Ford inappropriately
declined approval of the Bob Baker Ford franchise acquisition based upon
Ford's failure to comply with its agreement with Asbury, recently approved
Ford acquisitions by Asbury, as well as Asbury's strong Ford store performance
in 2002. Asbury further believes that Ford has been ambiguous with regard to
when and how Ford would reconsider approval of Ford franchise acquisitions by
Asbury.
Asbury has informed Mr. Robert H. Baker, founder and CEO of the Bob Baker Auto
Group, who commented, "I believe that Ford's actions are a violation of my
rights under California's franchise laws and intend to pursue legal remedies
with California's New Motor Vehicle Board to effect a successful acquisition.
I remain convinced that joining forces with Asbury is the best alternative for
the Bob Baker Auto Group and its employees. I look forward to joining the
Asbury family, and will work vigorously to finalize the entire transaction."
In addition, Asbury leaves open the possibility of seeking its own remedies
with regard to Ford's actions.
Asbury's President and CEO, Mr. Kenneth B. Gilman, stated, "Ford's recent
refusal to approve our acquisition of Bob Baker's Ford franchise does not, in
our
opinion, comply with the terms and conditions of Asbury's contract with
Ford Motor Company. In the spirit of Ford's recent announcement that dealer
relations are a top priority of Ford, and in view of the fact that 2002 sales
performance of Asbury's Ford stores has surpassed Ford's sales results, we
expect to resolve this issue. We have always viewed Ford Motor Company as an
important business partner, and our Ford Group stores will remain a
significant component of our overall business."
Asbury plans to continue its efforts to close on the nine remaining franchises
that comprise the Bob Baker Auto Group. Asbury has either received consent, or
expects to receive consent from all manufacturers other than Ford that are
involved with the pending acquisition. Asbury and Toyota Motor Sales, U.S.A.,
Inc. are engaged in continuing discussions about the terms and conditions
necessary to obtain Toyota's approval of the Baker acquisition. However,
because California law allows 60 days for a manufacturer to object to a sale
of one of its franchises, Toyota has for the time being withheld its consent
to Asbury's proposed acquisition of Bob Baker's Toyota and Lexus franchises.
While no assurances can be given, Asbury expects to obtain Toyota's consent in
a timely manner.
Asbury is negotiating an agreement with Bob Baker to restructure the
acquisition agreement, so that the nine non-Ford franchises can be acquired.
Baker's Ford franchise would be owned and operated by Bob Baker Auto Group
until acquisition approval can be obtained. Asbury anticipates closing the
Baker acquisition, as restructured, before April 30, 2003. There can be no
assurance, however, that Asbury and the Bob Baker Auto Group will reach
definitive agreement to restructure the Baker acquisition, or that Asbury will
receive all of the remaining manufacturer consents, either of which would
likely prevent consummation of the Baker acquisition.
ABOUT ASBURY AUTOMOTIVE GROUP
Asbury Automotive Group, Inc., headquartered in Stamford, Connecticut, is one
of the largest automobile retailers in the U.S., with 2001 revenues of $4.3
billion. Built through a combination of organic growth and a series of
strategic acquisitions over the past six years, Asbury now operates through
nine geographically concentrated, individually branded "platforms." These
platforms operate 93 retail auto stores, encompassing 130 franchises for the
sale and servicing of 36 different brands of American, European and Asian
automobiles. Asbury believes that its product mix includes one of the highest
proportions of luxury and mid-line import brands among leading U.S. automotive
public retailers. The Company offers customers an extensive range of
automotive products and services, including new and used vehicle sales and
related
financing and insurance, vehicle maintenance and repair services,
replacement parts and service contracts.
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" as that term is
defined in the Private Securities Litigation Reform Act of 1995. The
forward-looking statements include statements relating to goals, plans and
projections regarding the Company's financial position, results of operations,
market position, product development, pending acquisitions and business
strategy. These statements are based on management's current expectations and
involve significant risks and uncertainties that may cause results to differ
materially from those set forth in the statements. These risks and
uncertainties include, among other things, market factors, the Company's
relationships with vehicle manufacturers and other suppliers, risks associated
with the company's substantial indebtedness, risks related to pending and
potential future acquisitions, general economic conditions both nationally and
locally and governmental regulations and legislation. There can be no
guarantees the Company's plans for future operations will be successfully
implemented or that they will prove to be commercially successful. These and
other risk factors are discussed in the Company's registration statement on
Form S-1 and in its other filings with the Securities and Exchange Commission.
We undertake no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise.
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